Miscellaneous Cinnamon Document

MISCELLANEOUS CINNAMON DOCUMENT

This Miscellaneous Cinnamon Document ("Agreement") is entered into as of Effective Date:

WHEREAS

WHEREAS, Client desires to procure certain miscellaneous cinnamon-related goods and professional services from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, experience and resources necessary to perform the services described herein and is willing to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, term and termination rights and other material terms governing their relationship in a single binding agreement.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The description identifies the work to be performed, deliverable specifications, acceptance criteria, and any milestone schedule. Any change to the scope must be agreed in writing and signed by both parties and may affect fees and schedule.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in lawful currency. All invoiced amounts are due net within the period specified below from the invoice date unless otherwise agreed in writing.

Late payments shall accrue interest at the rate entered above per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. A one-time administrative late fee of may be charged if payment is not received within days after the invoice due date.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay fees for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (i) publicly available without breach of this Agreement; (ii) rightfully received by the Receiving Party from a third party without restriction; (iii) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates reasonably to limit the disclosure.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents who need to know the Confidential Information and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

REPRESENTATIONS; WARRANTIES; INSURANCE

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, and that its execution and performance will not violate any agreement or obligation to any third party. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client acknowledges that Service Provider makes no other warranties other than those expressly set forth in this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state set forth below, without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedies available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

SURVIVAL

The parties agree that the obligations set forth in Confidentiality, Payment, Representations and Warranties, Indemnification and any other provisions which by their nature should survive termination or expiration of this Agreement shall survive such termination or expiration.

Sign Now